Page 39 - MIC 2014 - English

Target Total Direct Compensation

Fixed Compensation
Incentive Compensation (at risk)

Base Salary
Annual Incentive Plan
Mid-to-Long-Term Incentives
Base salary level is determined through Cash awards provided under the AIP are Rewards absolute and relative share price

internal job evaluation and administered based on achievement of corporate-wide, performance thereby aligning executive
on a base pay structure targeted at the business unit and personal performance in rewards with shareholder interests.
median of the Suncor Compensation key areas that include cash flow, return on
Peers.
capital employed (”ROCE”) (excluding Provides a retention and attraction tool
aligning executive interests with Suncor
major projects in progress), P&PS (as
Salary placement within Suncor’s base defined herein), environment, reliability over the long term.
pay structure considers the market value and people.
of the position as benchmarked against Target value of annual equity grants is
the Suncor Compensation Peers.
split 50% between stock options and Awards are determined based on a
PSUs. See “Summary of Incentive Plans”
on page 67 of this management proxy combination of the weighted performance
Rewards skills and capabilities for the following three components with a
demonstrated in performing job circular for more detail.
maximum payout of 220% of target AIP.
responsibilities.

Target Weight
Maximum Payout
Annual adjustments consider market
value of job and the demonstration of Corporate
20% 2x target or 40%
capability, sustained performance and
Business 60%
2x target or 120%
potential.
Unit(1)

Personal
20%
3x target or 60%

A minimum performance threshold for
corporate cash flow must be achieved
before any payout can be made under the
AIP, ensuring overall program affordability.

See “Annual Incentive Plan Performance”
on page 40 of this management proxy
circular for a description of how AIP was
calculated in 2013.

Target Total Direct Compensation (%)

CEO Base salary
14
17
69
Annual Incentive Plan

Mid-to-Long-term Incentives
EVP
19
14
67

SVP
24
15
61

Other

Provides medical, dental and insurance coverages, as well as enhanced life insurance, Beneits
accident and disability protection, plus a company savings plan.

Retirement Beneits
Provides pension income and health coverage during retirement when executives are
no longer earning an income from employment.

Perquisite Allowance
Provides executives with an allowance not available to all employees. Varies by
executive level and is based on market competitive practices.

Termination and Change
Provided to eligible senior executives if employment is terminated under specific
of Control Benefits
circumstances.
20FEB201419190243
(1) For the leader of a business unit, the 60% weight at target for the Business Unit component of AIP is based half on the performance of the leader’s
business unit and half on the weighted average performance of all business units of Suncor. For the President and CEO and executives in corporate
functions, the 60% weight at target is based on the weighted average performance of all business units of Suncor. 2013 business units for the
purpose of AIP are as follows: Oil Sands; In Situ; Exploration and Production (‘‘E&P’’); Refining and Marketing (‘‘R&M’’); Major Projects; and Oil Sands
Ventures (‘‘OSV’’).

SUNCOR ENERGY INC. MANAGEMENT PROXY CIRCULAR 2014 37